AMN 2018 Proxy Statement

PROXY STATEMENT SUMMARY PROXY STATEMENT SUMMARY To assist with your review, this summary highlights some key information that is contained throughout this proxy statement. It does not include all of the information you should consider. We recommend you read the entire proxy statement before casting your vote. Our proxy statement and other proxy materials are first being made available to our shareholders on or about March 8, 2018. GENERAL INFORMATION (See pages 2 to 5) Annual Meeting of Shareholders Wednesday, April 18, 2018 8:30 a.m. Central Time 8840 Cypress Waters Boulevard Dallas, Texas 75019 Record Date: February 21, 2018 Stock Symbol: AMN Exchange: NYSE Common Stock Outstanding: 47,818,707 Transfer Agent: American Stock Transfer and Trust Company, LLC State of Incorporation: Delaware Year of Incorporation: 1997 Public Company Since: 2001 Company Website: www.amnhealthcare.com CORPORATE GOVERNANCE (See pages 15 to 25) Proposal 1: The Board recommends a vote “FOR” each of the eight director nominees listed below: Mark G. Foletta (Independent) R. Jeffrey Harris (Independent) Michael M.E. Johns, M.D. (Independent) Martha H. Marsh (Independent) Susan R. Salka (Management) Andrew M. Stern (Independent) Paul E. Weaver (Independent) Douglas D. Wheat (Independent) Director Term: One Year Director Election: Majority of votes cast 2017 Annual Meeting Attendance: 100% Board Meetings in 2017: 6 Director Attendance in 2017: 1 director absent from 1 board meeting; 2 directors absent from 1 committee meeting Standing Board Committees (Meetings in 2017): - Audit Committee: 9 - Compensation and Stock Plan Committee: 6 - Corporate Governance Committee: 5 - Executive Committee: 2 Corporate Governance Materials: http://amnhealthcare.investorroom.com/ corporategovernance OTHER ITEMS TO BE VOTED ON (See pages 62 to 66) • Proposal 2: Advisory Vote to Approve Executive Compensation • Proposal 3: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm • Proposal 4: Shareholder Proposal to Lower Threshold to 10% to Call a Special Meeting of Shareholders The Board recommends a vote “ FOR ” Proposals 2 and 3, and “AGAINST” Proposal 4. EXECUTIVE COMPENSATION (See pages 28 to 61) Susan R. Salka (CEO since 2005) CEO 2017 Total Direct Compensation Salary: $835,577 Annual Performance Bonus: $548,078 Long-Term Equity Awards: $2,299,955 All Other Compensation: $197,357 Total Compensation: $3,880,967 2017 Compensation Highlights • 73% of 2017 CEO Pay = Incentive compensation (cash and equity) tied to financial performance and shareholder return • Granted performance restricted stock units based on 2019 adjusted EBITDA margin (representing 35% of total equity value granted) • Granted performance restricted stock units based on total shareholder return over a three-year period ending December 31, 2019 Pay Aligned with Performance: Yes Stock Ownership Guidelines: Yes Recoupment Policy: Yes No Pledging Policy: Yes AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 1